UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 7, 2010
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
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Bermuda
(State or Other
Jurisdiction of
Incorporation or
Organization)
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001-32657
(Commission File Number)
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980363970
(I.R.S. Employer
Identification No.) |
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Mintflower Place
8 Par-La-Ville Road
Hamilton, HM08
Bermuda
(Address of principal executive offices)
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N/A
(Zip Code) |
(441) 292-1510
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On September 7, 2010, Nabors Industries, Inc. (“NII”), a wholly owned subsidiary of Nabors
Industries Ltd. (the “Company”) and the Company entered into a credit agreement (the “Credit
Agreement”) under which the lenders committed to provide up to $700 million under an unsecured
revolving credit facility. The Credit Agreement also provides NII the option to add other lenders
and increase the aggregate principal amount of commitments to $850 million. The Company fully and
unconditionally guarantees the obligations of NII under the Credit Agreement, which matures in four
years.
Under the Credit Agreement, UBS Securities LLC, Citibank, N.A., Deutsche Bank AG New York
Branch and Mizuho Corporate Bank (USA) are joint lead arrangers and joint bookrunners, UBS
Securities LLC is documentation agent and syndication agent, UBS AG, Stamford Branch is
administrative agent, and UBS Loan Finance, LLC is swingline lender. The other lenders party to
the Credit Agreement are Morgan Stanley Bank, N.A., Bank of America, N.A., PNC Bank, National
Association, The Bank of Nova Scotia and HSBC Bank USA, N.A.
Borrowings under the Credit Agreement will bear interest, at NII’s option, at either (x) the
“Base Rate” (as defined below) plus the applicable interest margin, calculated on the basis of the
actual number of days elapsed in a year of 365 days and payable quarterly in arrears or (y)
interest periods of one, two, three or six months at an annual rate equal to the London Interbank
Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus the applicable interest
margin. The “Base Rate” is defined, for any day, as a fluctuating rate per annum equal to the
highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus
1/2 of 1%, (ii) the prime commercial lending rate of UBS AG, as established from time to time at
its Stamford Branch and (iii) LIBOR for an interest period of one month beginning on such day plus
1%.
A copy of the Credit Agreement, included in this Form 8-K as Exhibit 10.1, is
incorporated herein by reference and should be read in its entirety for a complete description of
its provisions. The summary in this report is qualified in its entirety by the text of such
provisions.
Item 8.01. Other Events.
On
September 8, 2010, the Company issued a press release announcing the establishment of
the credit facility discussed above. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On September 9, 2010, the Company also issued a press release announcing the successful completion of
its tender offer for all of the outstanding common shares of Superior Well Services, Inc.
(“Superior”). Superior’s
stockholders tendered 28,457,901 shares of common stock, representing
approximately 92.4 percent of its outstanding common stock. The offer period
expired at midnight (New
York City time) on September 8, 2010 and was not extended.
According
to the terms of the tender offer, all shares that were validly tendered during the offer
period have been accepted for payment. Nabors intends to complete the acquisition
through a “short-form merger.” In the merger, each remaining share of Superior
common stock will be converted into the right to receive $22.12 per share, in cash, without
interest and less any required withholding taxes, which is the same amount per share paid in the
tender offer. The merger is expected to occur on or about September 10, 2010. Following the
merger, Superior will become a wholly owned subsidiary of Nabors, and Superior
common stock will no longer be listed on NASDAQ. Additional information regarding the
Company, Superior and the terms of the merger is included in the (i) Tender Offer Statement
on Schedule TO filed by the Company and its wholly owned subsidiary, Diamond Acquisition Corp.,
with the Securities and Exchange Commission on August 11, 2010 and amendments thereto; and
(ii) the Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Commission by Superior on August 12, 2010 and amendments thereto.
The press
release relating to completion of the tender offer is filed herewith as
Exhibit 99.2 and
incorporated herein by reference.
In
another press release issued on September 9, 2010, the Company announced that NII had
priced $700 million aggregate principal amount of Senior Unsecured Notes
(the “Notes”), which will be due in 2020. The Notes
will bear interest at a rate of 5.0%. Proceeds from the Notes are intended to be used to
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